Access; Documents; Supplemental Information. From and after the date hereof until the Closing, Parent and Acquiring Corp shall afford to (a) the officers, independent certified public accountants, counsel and other representatives of Acquired Corp, upon reasonable notice, free and full access at all reasonable times, to the properties, books and records, including tax returns filed and those in the process of being prepared by Parent and Acquiring Corp, and the right to consult with the officers, employees, accountants, counsel and other representatives, of Parent and Acquiring Corp in order that Acquired Corp may have full opportunity to make such investigations as it shall reasonably desire to make of the operations, properties, business, financial condition and prospects of Parent and Acquiring Corp, and (b) Acquired Corp and its representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of Parent and Acquiring Corp as Acquired Corp or its representatives shall from time to time reasonably require.
Access; Documents; Supplemental Information. (a) From and ------------------------------------------- after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, reasonable access during normal business hours to the properties, books and records including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucent, reasonable access during normal business hours to the work papers and other records of the accountants relating to the Company and its Subsidiaries, and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably require.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, and subject to the limitations of applicable Laws, each of CIENA and the Company shall afford, and, with respect to clause (ii) below, shall use its reasonable best efforts to cause its independent certified public accountants to afford, (i) to the officers, independent certified public accountants, counsel and other representatives the other party, upon reasonable notice, free and full access at all reasonable times to the properties, books and records, including its and its Subsidiaries’ tax returns filed and in preparation and the right to consult with its and its Subsidiaries’ officers, employees, accountants, counsel and other representatives in order that the other party may have full opportunity to make such investigations as it shall deem necessary of its and its Subsidiaries’ operations, properties, business, financial condition and prospects, (ii) to its independent certified public accountants, free and full access at all reasonable times to the work papers and other records of the independent accountants, and (iii) to the other party, such additional financial and operating data and other information as to its and its Subsidiaries’ properties, operations, business, financial condition and prospects as the other party shall from time to time reasonably require; provided that any information and documents received by the other party or its representatives (whether furnished before or after the date of this Agreement) shall be held in confidence in accordance with the confidentiality agreement by and between CIENA and the Company dated January 29, 2002 (the “Confidentiality Agreement”), which, except for Section 2(a), shall remain in full force and effect pursuant to the terms thereof as though the Confidentiality Agreement had been entered into by the parties on the date of this Agreement, notwithstanding the execution and delivery of this Agreement or the termination hereof; provided, that following a termination of this Agreement under Sections 7.3(b) or 7.4(b) due to an uncured breach of a covenant or agreement, the party terminating the Agreement will not be bound by Section 7 of the Confidentiality Agreement. Further, following termination of this Agreement for any reason, the terms of Section 7 of the Confidentiality Agreement will be deemed to apply to all employees of CIENA and the Company, respectively.
Access; Documents; Supplemental Information. ...... ------------------------------------------- SECTION 5.4.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, and subject to the limitations of applicable Laws, each of Parent and the Company shall afford, and, with respect to clause (ii) below, shall use its reasonable best efforts to cause its independent certified public accountants to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of the other party, upon reasonable notice, access during normal business hours to the properties, books and records, including its and its Subsidiaries' Tax returns filed and in preparation and the right to consult with its and its Subsidiaries' officers, employees, accountants, counsel and other representatives in order that the other party may have full opportunity to make reasonable investigations of its and its Subsidiaries' operations, properties, business, financial condition and prospects, (ii) to its independent certified public accountants, reasonable access during normal business hours to the work papers and other records of the independent accountants, and (iii) to the other party, such additional financial and operating data and other information as to its and its Subsidiaries' properties, operations, business, financial condition and prospects as the other party shall from time to time reasonably require; provided, however, that either party may restrict the foregoing access to the extent that (A) in the reasonable judgment of such party, any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (C) such disclosure would result in disclosure of any trade secrets of third parties, or (D) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to this clause (D), the parties and/or counsel for the parties shall use their reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege, and provided further that any information and documents received by the other party or its representatives (whether furnished before or after the date of this Agreement) shall be held in confidence in accordance with the confidentiality agreement by...
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford to the officers, independent certified public accountants, counsel and other representatives of Parent, upon reasonable notice, free and full access during business hours to the properties, books and records, including Tax Returns filed since inception and those in preparation and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice free and full access at all reasonable times to the properties, books and records including tax returns filed and those in preparation of the Company and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company, (ii) to the -29- 35 independent certified public accountants of Acquisition and Lucent, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company, and (iii) to Acquisition and Lucent and its representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company as Acquisition and Lucent shall from time to time reasonably request.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford (i) to the officers, independent certified public accountants, counsel and other representatives of Buyer, upon reasonable notice, reasonable access at all reasonable times to the properties, books and records including tax returns filed and those in preparation of the Company and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company in order that Buyer may have full opportunity to make such investigations as it shall deem necessary of the operations, properties, business, financial condition and prospects of the Company, (ii) to the independent certified public accountants of Buyer, reasonable access at all reasonable times to the work papers and other records of the accountants relating to the Company, and (iii) to Buyer and its representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company as Buyer shall from time to time reasonably require.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing or the termination of this Agreement, the Company shall afford, and, with respect to clause (ii) below, shall cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Bionik, upon reasonable notice, free and full access at all reasonable times to the properties, books and records including tax returns filed and those in preparation of the Company and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company in order that Bionik may have full opportunity to make such investigations as it shall deem necessary of the operations, properties, business, financial condition and prospects of the Company, (ii) to the independent certified public accountants of Bionik, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company, and (iii) to Bionik and its representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company as Bionik shall from time to time require.
Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, each of the Company and Martek shall afford, and, with respect to clause (ii) below, shall use its commercially reasonable efforts to cause its independent certified public accountants to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of the other party, upon reasonable notice, access at all reasonable times to the properties, books and records, including tax returns filed and those in preparation, of the other party and the right to consult with the officers, employees, accountants, counsel and other representatives of the other party in order that Martek and the Company may have full opportunity to make such investigations as each of them shall deem necessary of the operations, properties, business, financial condition and prospects of the other party, (ii) to the independent certified public accountants of the other party, access at all reasonable times to the work papers and other records of the accountants relating to the other party, and (iii) to the other party and its respective representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of such party as reasonably requested.
